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After his escape from the Shady Arms Mental Hospital, Carlton Levy (Hilbun), now operating under the pseudonym of Dr. Radical, teams up with renegade high school revolutionary Eugene Wordden (Dickerson), who has adopted the name Dr. Awesome, and the cross-dressing medical assistant known only as Markeesha de Sade (Logan). The film opens with the trio kidnapping a patient (LaCombe, Breckinridge), who unsuccessfully tries to escape before Markeesha "restrains" him. The trio then begin to "operate" on the patient with plungers and buzzsaws, only to discover that he is full of such items as an umbrella, a Viking helmet, and a live snake. The patient wakes up during the procedure and begins screaming in agony until Markeesha administers "anesthesia." After removing the foreign objects, Radical notes that the patient is completely empty, and after brief consideration, they decide to put everything back in him. It is at this point that Dr. Aaron Orange Lobster (Touchet) notices what is going on and drives Radical, Awesome, and Markeesha away. The film ends with Orange Lobster grunting in exasperation at the mess he has to clean up.

While the role of the patient is originally played by Jacob LaCombe, midway through the procedure Victoria Breckinridge takes over the role. This is due to the fact that LaCombe was too ticklish to complete the scene.

During the scene in which the patient wakes up, the shooting script can clearly be seen on the patient's stomach.

A sequel was scripted and production began in March of 2011, but was never completed. Instead, the team broke away from the project and created one of Happy Hour's most highly-praised films to date, Officer Lambchopp.

During filming, there was so much background noise that Aaron Touchet's lines could not be heard clearly. The voice of Dr. Orange Lobster was provided by David Hilbun at the last minute in post-production.